On June 19, 2024, the Pan Ocean International Board of Directors and tenderers requested the Board of Directors to submit a proposal for Group restructuring to planned shareholders, according to a joint statement by Pan Ocean Group (00129.HK), Pan Ocean Hotel (00292.HK) and Hui Han Holdings (00214.HK).

After the plan takes effect, Pan Ocean Hotel will become an indirect non-wholly-owned subsidiary of the unlisted company and Pan Ocean International, and its listing status on the Main Board of the Stock Exchange will be withdrawn. After the satisfaction of the Plan Conditions and the Plan becomes effective, all Plan Shares will be cancelled, and Plan Shareholders will be entitled to receive new Pan Ocean International Shares and cash from Pan Ocean International. Based on the closing price of HK$0.50 per Pan Ocean International Share as quoted on the Stock Exchange on the Last Trading Day, the value of the Plan Consideration is equivalent to approximately HK$0.110 per Plan Share, representing a premium of approximately 52.78% to the closing price of HK$0.072 per share as quoted on the Stock Exchange on the Last Trading Day.

Based on the reference calculation described in this Joint Announcement, the maximum total amount of cash payable for the Plan Consideration and the Maximum Cash Payable for the Convertible Securities to be tendered is approximately HK$23.54 million, and the Tenderer intends to pay the cash required to implement the Proposal from Pan Ocean International's internal cash resources. As the Tenderer's financial adviser to Pan Ocean International, Ying High is confident that the Tenderer has sufficient financial resources to fulfill its obligations to fully implement the Proposal under the proposed terms.

The announcement indicated that the proposal provides planned shareholders with a rare opportunity to cash out their investments in Pan Ocean Hotel by receiving significant cash payments. As of the date of the announcement, the public shareholding in Pan Ocean Hotel is approximately 33.29%. After completion of the Proposal, the Planned Shareholders will hold approximately 7.09% of Pan Ocean International shares, together with existing public Pan Ocean International shareholders, will hold approximately 51.79% of Pan Ocean International shares. Therefore, the Planned Shareholders are expected to benefit from an increase in the public shareholding in Pan Ocean International (calculated by percentage of shareholding, number and value of shares) and an increase in trading liquidity.

As of the Last Trading Day, the market capitalization of Pan Ocean Hotel was approximately HK$145.30 million. As of the Last Trading Day, the market capitalization of Pan Ocean International was approximately HK$659.89 million, more than four times the market capitalization of Pan Ocean Hotel. Pan Ocean Hotel will be more flexible in developing its business, including but not limited to making acquisitions in the future and utilizing the high market capitalization of the reorganized Pan Ocean International Group after consideration of the listing rules.